Corporate Governance

The Board is committed to and aware of the importance of good corporate governance and operates so that the Company is in compliance with the QCA Corporate Governance Guidelines for AIM Companies (QCA Code), to the extent considered applicable.

Board of Directors

The Board of Directors undertakes to represent the interests of the shareholders and other stakeholders of the Company.  The Board is responsible for:

  • setting overall Group strategy and planning;
  • monitoring Group performance and authorising significant transactions;
  • approval of annual and interim reports;
  • matters referred to the Board by the Board committees;
  • approval of acquisitions and disposals of major assets;
  • approval of Board members’ appointment and removal and review of Board members and senior executives’ remuneration contract terms;
  • review of risk management policies and assessment of internal controls; and
  • maintaining overall corporate governance and compliance with AIM Rules, EU MAR, Takeover Code, and other regulations.
Board Processes

Chairperson, D. Enkhmaa ensures the efficient and effective functioning of the Board and, together with the Board as a whole, is responsible to the shareholders for the proper management, development, leadership and protection of the Petro Matad’s assets.

 

The CEO, Ridvan Karpuz, Executive Director, T. Amarzul and CFO, John Henriksen are charged by the Board with the day to day operations of the Company and is responsible for the execution of strategy set by the Board and to act as an interface between the Board and employees to ensure that everyone at Petro Matad works towards achieving the Company’s goals, vision and mission.

 

The Company, through its various communications with the public (website, news releases, annual reports, interviews, and presentations), also aims to communicate its goals, strategy and activities in a transparent and efficient manner.

 

The Board and its Committees aim to meet quarterly and as and when issues arise that requires the Board’s attention.  The Board also aims to meet and visit the Company’s employees and operating sites periodically so as to adequately oversee and remain acquainted with the Company’s operations.  The Board and its Committees are provided with detailed Board papers in advance of each Board meeting and receive regular management and financial reports.

 

Brief summary of information received by the Board

Board Composition

The Board is compromised of 2 Non-Executive Directors (who are shareholder representatives), 1 Independent Non-Executive Director and 3 Executive Directors. Due consideration is given to the composition of the Board to ensure:

  • The principle of having an independent Director on the Board to oversee the interests of the Company and all shareholders
  • Ensuring that the Board has appropriate skills, experience and expertise
  • Maintaining appropriate representation for the Company’s major shareholder, Petrovis Matad Inc.
  • Ensuring appropriate executive representation on the Board

 

Brief biographies of the Directors are set out here.

 

Selection, Appointment and Re-election of Directors

Directors are re-elected at the Annual General Meetings on a rotational basis as per the Company’s Articles of Associations.

 

Terms and conditions of appointment of Non-Executive Directors

Board Committees

The Board has established an Audit Committee, a Remuneration Committee, and a Corporate Governance Social Action and Environmental (CGSAE) Committee each with formally delegated rules and responsibilities.  The Nomination Committee was disbanded, as the Board deemed the committee unnecessary for the size of the current board. Management executives and other individuals are invited to attend all or part of the committee meetings as and when appropriate.

Audit Committee
Chair D. Enkhmaa
Members J. Oyungerel, Timothy Bushell

Audit Committee Terms of Reference

Remuneration Committee
Chair Timothy Bushell
Members J. Oyungerel, D. Enkhmaa

Remuneration Committee Terms of Reference

Corporate Governance, Social Action and Environmental (CGSAE) Committee
Chair J. Oyungerel
Members D. Enkhmaa, Timothy Bushell

CGSAE Committee Terms of Reference

The application of the Company’s Corporate Social Responsibility and HSSE policies are detailed on:

Business Conduct and Ethics

Anti-Bribery and Corruption Policy (ABCP)

At the time of the enactment of the Bribery Act 2010, the Company’s legal counsels undertook extensive review of the Act and the Board has accordingly adopted an ABCP, including training of its staff to ensure that business integrity and ethics are upheld within the operations of the Company at all levels to demonstrate a zero-tolerance approach on bribery and corruption.

 

Share Dealing Code

The Company has adopted a model code for dealing in ordinary shares by Directors and employees which is in compliance with the EU Market Abuse Regime (MAR) and AIM Rules.

 

Shareholder and Investor Relations

The Board remains committed to maintaining communication with its shareholders.  The Company maintains this website for the purpose of enhancing information flow to shareholders as well as potential investors.  All press announcements and financial statements as well as extensive operational information about the Group’s activities are made available on this website.  Enquiries from individual shareholders on matters relating to their shareholdings and the business of the Group are welcomed through our website and other methods of communication. The Company has also engaged FTI Consulting in 2017 to enhance investor relations.

 

Annual General Meeting

Shareholders are also encouraged to attend the Annual General Meeting to discuss the progress of the Group.
AGM notices, form of proxy and voting results can be found here.

Internal Controls

The Board has responsibility for the Group’s systems of internal controls and for reviewing their effectiveness. The internal controls systems are designed to safeguard the assets of the Company, ensure compliance with applicable laws and regulations and internal policies with respect to the conduct of business and the reliability of financial information for both internal use and external publication. The Board has delegated to management the implementation of internal control systems and reviews policies and procedures through regular updates from management. A budgeting process is in place for all items of expenditures, and an annual budget is approved by the Board. In accordance with Board approved Delegation of Authorities, all major expenditures require senior management approval at the appropriate stages of each transaction. Actual versus budgeted expenditure data and the Company’s cash position is reported to, and monitored by the Board on a monthly basis. In 2015, management continued to enhance procedures for procurement, budgeting and expenditure approvals, which are in line with standard industry practices. Whilst the Board is aware that no system can provide absolute assurance against material misstatement or loss, regular review of internal controls are undertaken to ensure that they are appropriate and effective. It is the opinion of the Board that the system of internal controls operating throughout the year were adequate and effective.

City Code on Takeovers and Mergers

Since the removal of the residency test for AIM companies which came into effect on Monday 30 September 2013, Petro Matad has become subject to the City Code on Takeovers and Mergers.